d970813_13g-a.htm


 
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UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549
 

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.__)*

Mesa Air Group, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

590479101
(CUSIP Number)

February 25, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[_]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 

CUSIP No
590479101
  
   
1.
NAME OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
LC Capital Master Fund, Ltd.
   

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]

   
3.
SEC USE ONLY
   
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
27,960,536
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
27,960,536
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
27,960,536
   

10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]

   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
19.0%*
   
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO

* Based on 146,690,787 shares outstanding as reported by the issuer to the reporting persons, adjusted for convertible notes held by the reporting persons.

 
 
 

CUSIP No
590479101
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Lampe, Conway & Co., LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
27,960,536
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
27,960,536
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
27,960,536
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
19.0%*
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
 
IA, OO
  

* Based on 146,690,787 shares outstanding as reported by the issuer to the reporting persons, adjusted for convertible notes held by the reporting persons.
 

CUSIP No
590479101
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Steven G. Lampe
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
27,960,536
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
27,960,536
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
27,960,536
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
19.0%*
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
 
HC, IN
  

* Based on 146,690,787 shares outstanding as reported by the issuer to the reporting persons, adjusted for convertible notes held by the reporting persons.
 
 
CUSIP No
590479101
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Richard F. Conway
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
27,960,536
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
27,960,536
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
27,960,536
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
19.0%*
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
 
HC, IN
  

* Based on 146,690,787 shares outstanding as reported by the issuer to the reporting persons, adjusted for convertible notes held by the reporting persons.
 
 

 
CUSIP No
590479101
    

Item 1.
(a).
Name of Issuer:
  
       
   
Mesa Air Group, Inc.
  

 
(b).
Address of Issuer's Principal Executive Offices:
  
       
   
410 North 44th Street, Suite 100
Phoenix, Arizona 85008
  

Item 2.
(a).
Name of Person Filing:
  
       
   
LC Capital Master Fund, Ltd.
Lampe, Conway & Co., LLC
Steven G. Lampe
Richard F. Conway
  

 
(b).
Address of Principal Business Office, or if None, Residence:
  
       
   
LC Capital Master Fund, Ltd.
c/o Trident Fund Services (B.V.I.) Limited
P.O. Box 146
Waterfront Drive
Wickhams Cay
Road Town, Tortola
British Virgin Islands
 
Lampe, Conway & Co., LLC
Steven G. Lampe
Richard F. Conway
680 Fifth Avenue - 12th Floor
New York, New York  10019
  

 
(c).
Citizenship:
  
       
   
LC Capital Master Fund, Ltd. - Cayman Islands
Lampe, Conway & Co., LLC - Delaware
Steven G. Lampe - United States
Richard F. Conway - United States
  
 
 
(d).
Title of Class of Securities:
  
       
   
Common Stock
  

 
(e).
CUSIP Number:
  
       
   
590479101
  


 
 
 


Item 3.
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
Group, in accordance with s.240.13d-1(b)(1)(ii)(J).


Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
LC Capital Master Fund, Ltd. – Cayman Islands - 27,960,536 shares
Lampe, Conway & Co., LLC - 27,960,536 shares
Steven G. Lampe - 27,960,536 shares
Richard F. Conway - 27,960,536 shares
     

 
(b)
Percent of class:
     
   
LC Capital Master Fund, Ltd – 19.0%*
Lampe, Conway & Co., LLC – 19.0%*
Steven G. Lampe – 19.0%*
Richard F. Conway – 19.0%*
 
* Based on 146,690,787 shares outstanding as reported by the issuer to the reporting persons, adjusted for convertible notes held by the reporting persons.


 
 
 


 
(c)
Number of shares as to which the person has:
     

   
(i)
Sole power to vote or to direct the vote
LC Capital Master Fund, Ltd - 0
Lampe, Conway & Co., LLC - 0
Steven G. Lampe - 0
Richard F. Conway - 0
  
         
   
(ii)
Shared power to vote or to direct the vote
LC Capital Master Fund, Ltd - 27,960,536
Lampe, Conway & Co., LLC - 27,960,536
Steven G. Lampe - 27,960,536
Richard F. Conway - 27,960,536
  
         
   
(iii)
Sole power to dispose or to direct the disposition of
LC Capital Master Fund, Ltd - 0
Lampe, Conway & Co., LLC - 0
Steven G. Lampe - 0
Richard F. Conway - 0
  
         
   
(iv)
Shared power to dispose or to direct the disposition of
LC Capital Master Fund, Ltd - 27,960,536
Lampe, Conway & Co., LLC - 27,960,536
Steven G. Lampe - 27,960,536
Richard F. Conway - 27,960,536
  

Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
 
 
   N/A

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A


 
 
 


Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
   N/A

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A


Item 10.
Certification.

 
By signing below each reporting person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 
 



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
 

Dated: March 3, 2009
 
LC CAPITAL MASTER FUND, LTD.
 
By: /s/ Richard F. Conway
Name:  Richard F. Conway
Title: Director
   
 
LAMPE, CONWAY & CO., LLC*
 
By: /s/ Richard F. Conway
Name: Richard F. Conway
Title: Managing Member
   
 
By: /s/ Steven G. Lampe*
Name: Steven G. Lampe
   
 
By: /s/ Richard F. Conway*
Name: Richard F. Conway
   

*The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein.
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 
 
 

Exhibit A
 
AGREEMENT

The undersigned agree that this Schedule 13G dated March 3, 2009 relating to the Common Stock of Mesa Air Group, Inc. shall be filed on behalf of the undersigned.


Dated: March 3, 2009
  
 
LC CAPITAL MASTER FUND, LTD.
 
By: /s/ Richard F. Conway
Name:  Richard F. Conway
Title: Director
   
 
LAMPE, CONWAY & CO., LLC*
 
By: /s/ Richard F. Conway
Name: Richard F. Conway
Title: Managing Member
   
 
By: /s/ Steven G. Lampe*
Name: Steven G. Lampe
   
 
By: /s/ Richard F. Conway*
Name: Richard F. Conway
   

*The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein.











02979.0001 970813